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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
DECEMBER 19, 1996
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DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED)
ML DIRECT INC.
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
DELAWARE 333-3162 13-3842020
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(STATE OR OTHER JURIS. OF (COMMISSION FILE (IRS EMPLOYER
INCORPORATION) NUMBER) IDENTIFICATION NO.)
3001 EXECUTIVE DRIVE, SUITE 120
CLEARWATER, FLORIDA 34622
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(ADDRESS OF PRINCIPAL (ZIP CODE)
EXECUTIVE OFFICES)
(813) 572-8703
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(REGISTRANT'S TELEPHONE NUMBER,
INCLUDING AREA CODE)
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ITEM 4. CHANGES IN REGISTRANTS CERTIFYING ACCOUNTANT.
On December 19, 1996, the Board of Directors of ML Direct Inc. ("ML
Direct"), approved the retention of Deloitte and Touche LLP as the principal
accountant to audit ML Direct's financial statements for the year ended November
30, 1996. On December 19, 1996 the Board of Directors dismissed Moore Stephens,
P.C. as the principal accountant of ML Direct Inc.
During the Registrant's fiscal years ended November 30, 1995 and November
30, 1996 and in the subsequent interim period through December 19, 1996, there
were no disagreements with Moore Stephens, P.C. on any matters of accounting
principles or practices, financial statement disclosure, or auditing scope or
procedures which if not resolved to the satisfaction of Moore Stephens, P.C.
would have caused Moore Stephens to make a reference to the subject matter of
the disagreement in connection with Moore Stephens' Report on the Registrant's
financial statements for such periods. During such period Moore Stephens has
not advised the Registrant as to the presence of any reportable event as
described in Item 304 of Regulation S-B.
Moore Stephens' Report dated December 20, 1995 on Registrant's financial
statements for the period from June 22, 1995 (date of inception) to November 30,
1995 did not contain an adverse opinion or a disclaimer of opinion, nor was it
qualified or modified as to uncertainty, audit scope or accounting principles.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
Exhibit 1--- Letter of Moore Stephens, P.C. to the Securities and
Exchange Commission included herein pursuant to the
requirements of Item 304(a) (3) of Regulation S-B
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
Registrant has duly caused this report to be signed on its behalf by the
undersigned, hereunto duly authorized.
ML DIRECT INC.
Date: December 24, 1996 By: /s/ Nancy Shalek
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Nancy Shalek
Chairman
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EXHIBIT 1
December 23, 1996
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Gentlemen:
We have read the statements made by ML Direct Inc. which are being filed
with the Commission, pursuant to Item 4 of Form 8K, as part of the Form 8K
dated December 19, 1996 and agree with the statements made therein.
Very truly yours,
/s/ Moore Stephens, P.C.
MOORE STEPHENS, P.C.
MS:tab
cc: Ms. Nancy Shalek, Chairman of the Board
ML Direct Inc.
